案例 L.T集团在越南设立房地产业务公司

越南尚未承诺向外国投资者开放在越南开展房地产业务，特别是那些不属于任何国际贸易协定或组织的国家。Aplus Law 的律师已成功为投资者在越南建设房地产项目提供咨询。

[主要内容]

[法律问题]

[律师的解决方案]

Article 11. Scope of real estate business of domestic organizations, individuals, Vietnamese residing abroad, foreign-invested enterprises

1. Domestic organizations and individuals are allowed to trade real estate in the following forms:

a/ Buying houses or construction works for sale, leasing or buying leasing;

b) Rent houses or construction works for sublease;

c) For land allocated by the State, investment in the construction of houses for sale, leasing or purchase; transfer of land use rights in the form of distribution or sale of background in accordance with the law on land; investment in the construction of technical infrastructure cemeteries and cemeteries for the transfer of land use rights associated with that technical infrastructure;

d/ For land leased by the State, it is invested in building houses for lease; investment in the construction of houses or construction works that are not houses for sale, leasing, or buying leasing;

dd) For land recognized by the State for land use right, investment in the construction of houses or construction works for sale, lease, or purchase leasehold;

e) For land that receives a transfer of organizations, households, and individuals, they shall be invested in building houses or construction works for sale, leasing, or purchase leasing;

g) For leased land of organizations, households, and individuals, they shall be invested in building houses or construction works for leasing in accordance with the purpose of land use;

h) Receiving the transfer of all or part of the real estate project of the investor to build a house or construction work for sale, lease, or purchase lease;

i) Receiving the transfer or lease of land use rights of organizations, households, and individuals for investment in the construction of technical infrastructure for transfer or lease of land that already has such technical infrastructure.

2. Vietnamese residing abroad are allowed to trade real estate in the following forms:

a) Forms specified in Points b, d, g, and h Clause 1 of this Article;

b) For land allocated by the State, it is invested in building houses for sale, lease, or purchase leasehold;

c) For leased and transferable land in industrial zones, industrial clusters, export processing zones, hi-tech zones, economic zones, they may invest in building houses or construction works for business in accordance with the purpose of land use.

3. Foreign-invested enterprises may trade real estate in the following forms:

a) Forms specified in Points b, d, h Clause 1 and Point b Clause 2 of this Article;

b) For land leased in industrial zones, industrial clusters, export processing zones, hi-tech zones, economic zones, investment in building houses or construction works for business in accordance with the purpose of land use.

Article 87. Increase and decrease in charter capital

1. 1. 1. One member limited liability company raises charter capital through the company owner contributing additional capital or raising additional capital of others. The owner of the company decides the form of increase and the level of charter capital increase.
      2. In the case of raising charter capital by raising additional capital contributions of others, the company must organize management according to the type of limited liability company of two or more members or joint-stock company. The organization of management of the company is carried out as follows: a) In case of management organization of two or more members limited liability companies, the company must notify the change of enterprise registration within 10 days from the date of completion of the change of charter capital;b) In case of conversion into a joint-stock company, the company shall comply with Article 202 of this Law.
      3. Limited liability company limited to charter capital reduction in the following cases:

a) Refund part of the capital contributed to the owner of the company if the company has been operating business continuously for 02 years or more from the date of registration of the enterprise and ensure full payment of debts and other assets obligations after repaying the capital contribution to the owner;

b) The charter capital is not paid in full and on time by the owner of the company in accordance with Article 75 of this Law.

L.T.集团希望提前两年撤回资金，以防投资环境出现不可预见的风险。针对这一要求，Aplus Law还建议投资者以母公司的形式向子公司注资两年，并随时收回资本。

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